Shareholders Organizational Meeting FAQ - Canada

Once the Articles of Incorporation are filed and a Certificate of Incorporation is received, the corporation should hold the organizational meetings. Organizational meetings are held to appoint officers, elect or appoint directors, issue shares in the corporation, approve bylaws, setup minute books, appoint or waive the appointment of auditors, set up bank accounts, etc.

You do not need to make a regulatory filing for your organizational meeting minutes. The organizational meeting minutes are for your own records. The organizational meeting minutes should be stored in your corporate minute books for safe keeping.

Which organizational meetings do I need?

Incorporators' Organizational Meeting

If initial directors were NOT named in the Articles of Incorporation, the incorporators will hold an Incorporators' Organizational Meeting to complete the organization of the corporation. At the Incorporators' Organizational Meeting the incorporators may simply elect a board of directors who will then hold a Directors' Organizational Meeting and the newly appointed directors will complete the organization of the corporation.

Directors' Organizational Meeting

If directors are appointed and the organization of the corporation is not complete then the Directors will hold an Organizational Meeting to complete the organization of the corporation.

Shareholders' Organizational Meeting

Once the corporation has been substantially organized (either through an Incorporators' Organizational Meeting or a Directors' Organizational Meeting or both) the Shareholders will hold a Shareholders' Organizational Meeting to ratify the decisions and actions of the incorporators and directors, appoint or elect new directors, appoint or waive the appointment of auditors, and also to resolve any other business that has been brought before the meeting.

Officers

What does a president do?

The president is an executive officer of the corporation usually responsible for the day-to-day operations of the corporation. The president will report to the board of directors.

What does a treasurer do?

The treasurer is an executive officer of the corporation responsible for supervising the accounting functions of the corporation and for keeping accurate and current financial records for the corporation.

What does a secretary do?

The secretary is an executive officer of the corporation responsible for maintaining records of the corporation such as minutes of meetings, shareholders lists, etc.

Definitions

What is an incorporator?

The incorporator is the person or persons who organize the corporation and file the Articles of Incorporation. Once the filing is complete the incorporator's function is usually finished. After that the management of the corporation is performed by the directors.

What is a shareholder?

A shareholder is a person, business entity or organization that owns at least one share in a corporation. Shareholders are the actual owners of the corporation. As an owner, the shareholder has the potential to profit if the corporation is doing well but also has the potential to lose their investment if the corporation goes broke. A shareholder is not personally liable for the debts and obligations of the corporation. If a corporation goes broke (worst case) the shareholder may get little or nothing as an equity holder in the corporation. Other secured creditors such as banks and bond holders would be paid first in the event of the liquidation of the assets of the corporation.

What is a director?

A director is a person appointed to manage the affairs of a corporation. Directors act as agents for the corporation and their actions are binding on the corporation. Directors are required to use due diligence in the conduct of their duties on behalf of the corporation and can be found liable to shareholders as well as any affected third party in the event of gross negligence or fraud.

Who is the Chairman of the Board?

The Chairman of the Board is a director who has been elected to act in a leadership role for the board of directors. The Chairman of the Board will act as a liaison between the board and the shareholders and the management of the company.

Who is the chairman of the meeting?

A chairman of the meeting is simply someone appointed at the meeting to manage the meeting and ensure order. Often the chairman of a directors' meeting or a shareholders' meeting will be the Chairman of the Board of directors.

What is the corporate seal?

A corporate seal will be unique to the corporation and is used to authenticate the legal documents of a corporation. A corporate seal is an impression usually made in paper using a small metal press.

What are corporate resolutions?

A resolution is a written document describing the action authorized by the shareholders or management of a corporation. Resolutions describe an action taken during a board meeting. A resolution may also have been generated by agreement without a meeting (e.g. written consent of action, or directors' consent to action).